Item
8.01 Other Events.
On
February 23, 2023, Capitalworks Emerging Markets Acquisition Corp (the “Company”) issued a press release announcing that the
extraordinary general meeting of shareholders (the “Meeting”), originally scheduled
for Friday, February 24, 2023, is being postponed to Wednesday, March 1, 2023. At the Meeting,
shareholders will be asked to vote on proposals to amend the Company’s amended and restated memorandum and articles of association
(the “A&R Memorandum and Articles of Association”) to (i) extend the date by which the Company would be required to consummate
a business combination from March 3, 2023 to December 3, 2023 (the “Extension Period”) and (ii) permit the Company’s
board of directors (the “Board”), in its sole discretion, to elect to wind up the Company’s operations on an earlier
date than December 3, 2023 (including prior to March 3, 2023) (together, the “Charter Amendments”).
As
a result of this change, the Meeting will now be held at 4:00 p.m., Eastern Time, on Wednesday, March 1, 2023, via a live webcast at https://www.cstproxy.com/cemac/2023.
In addition, CEMAC Sponsor LP, the Company’s sponsor, may enter into arrangements
with a limited number of shareholders pursuant to which such shareholders would agree not to redeem the Class A ordinary shares issued
in the Company’s initial public offering (“public shares”) beneficially owned by them in connection with the Charter
Amendments.
Also,
as a result of this change, the Company has extended the deadline for holders of the public shares to submit their shares for redemption
in connection with the Charter Amendments to 5:00 p.m. Eastern Time on Monday, February 27, 2023 (the “Redemption Deadline”).
Any demand for redemption, once made, may be withdrawn at any time until the Redemption Deadline
and, thereafter, with the Company’s consent. Shareholders may request to reverse their redemption by contacting the Company’s
transfer agent, Continental Stock Transfer & Trust Company, at One State Street, 30th Floor, New York, New York 10004, Attn: Mark
Zimkind (e-mail:mzimkind@continentalstock.com).
The
Company plans to continue to solicit proxies from shareholders during the period prior to the Meeting. Only the holders of the Company’s
ordinary shares as of the close of business on January 19, 2023, the record date for
the Meeting, are entitled to vote at the Meeting.
As
previously disclosed, the Company has identified an Asian reinsurance company (the “Partner”) for an initial business combination.
The Company believes that the Partner represents a compelling opportunity for the Company to complete its initial business combination
and has entered into a non-binding letter of intent with the Partner. The execution of a definitive business combination agreement is
subject to several conditions, including the completion of due diligence and negotiation and preparation of documentation. The Company
cannot assure that it will enter into a definitive business combination agreement with Partner, and the Board currently believes that
there may not be sufficient time before March 3, 2023 to complete the initial business combination or obtain an automatic three-month
extension if the Company has signed a definitive agreement with respect to an initial business combination by March 3, 2023 as currently
contemplated by the A&R Memorandum and Articles of Association and the Company’s investment management trust agreement, dated
as of November 30, 2021. Accordingly, the Board believes that it is in the best interests of
the Company’s shareholders to provide the Company more time to consummate the initial business combination, as well as to provide
additional flexibility to wind up the Company’s operations prior to the end of the Extension Period.
If
the Company has signed a definitive agreement with respect to an initial business combination by March 3, 2023, the Company intends
to cancel the Meeting and will hold another shareholders’ meeting prior to June 3, 2023 in order to seek shareholder approval
of a potential business combination or new extension period.
A
copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K (the “Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking
statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which
could cause actual results to differ from the forward-looking statements.
These forward-looking
statements and factors that may cause such differences include, without limitation, uncertainties relating to the Company’s shareholder
approval of the Charter Amendments, its inability to sign a definitive agreement for the initial business combination by March 3, 2023
and complete an initial business combination within the required time period and other risks and uncertainties indicated from time to
time in filings with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form
10-K for the fiscal year ended March 31, 2021 under the heading “Risk Factors” and other documents the Company has filed,
or to be filed, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only
as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change
in events, conditions or circumstances on which any statement is based.
Participants
in the Solicitation
The
Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies from the shareholders of the Company in favor of the approval of the Charter Amendments. Investors and
shareholders may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and
officers in the definitive proxy statement dated February 2, 2023 (the “Extension Proxy Statement”), which may be obtained
free of charge from the sources indicated below.
No
Offer or Solicitation
This
Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Charter
Amendments. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Additional
Information and Where to Find It
The
Company urges investors, shareholders and other interested persons to read the Extension Proxy Statement as well as other documents filed
by the Company with the SEC, because these documents will contain important information about the Company and the Charter Amendments.
Shareholders may obtain copies of the Extension Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing
a request to the Company’s proxy solicitor: Advantage Proxy, Inc., P.O. Box 13581, Des Moines, WA 98198, Attn: Karen
Smith, e-mail: ksmith@advantageproxy.com.